RESOURCES CONNECTION, INC.: Item 5.02 filing

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amended and Restated 2020 Performance Incentive Plan
The Board of Directors (the “Board”) of Resources Connection, Inc. (the “Company”) previously approved an amendment and restatement of the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by an additional 1 million shares; (2) extend the term of the 2020 Plan until September 1, 2036; (3) impose a minimum one-year vesting requirement on equity-based awards granted under the 2020 Plan after September 2, 2026, subject to a limited exception set forth in the 2020 Plan; and (4) impose a $250,000 per year limit on equity-based awards granted to non-employee directors, with such limit increasing to $350,000 per year for a non-employee director serving as Chair of the Board or that is newly elected to the Board. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated 2020 Plan.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2020 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Approval of Amended and Restated 2019 Employee Stock Purchase Plan
The Board previously approved an amendment and restatement of the Resources Connection, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock authorized for issuance under the ESPP by an additional 1.5 million shares and (2) extend the term of the ESPP until September 1, 2036. At the Company’s annual meeting of stockholders held on October 22, 2026, the Company’s stockholders approved the amended and restated ESPP.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.